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Acquisition of Leaseplan Australia Limited and Leaseplan New Zealand Limited and withdrawal of cautionary
Super Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1943/016107/06)
Share code: SPG
ISIN: ZAE000161832
LEI: 378900A8FDADE26AD654
Debt Company Code: BISGL
(“Super Group” or the “Company”)
ACQUISITION OF LEASEPLAN AUSTRALIA LIMITED AND LEASEPLAN NEW ZEALAND
LIMITED AND WITHDRAWAL OF THE CAUTIONARY ANNOUNCEMENT
1. Introduction and overview of the LeasePlan ANZ Acquisition
Super Group shareholders and noteholders are referred to the
cautionary announcement published by the Company on SENS on 24
March 2021, noting a pending announcement by SG Fleet Group Limited
(“SG Fleet”) relating to a material transaction. Super Group holds
100% of the shares in Bluefin Investments Limited (“Bluefin”),
which in turn holds 60.13% of the shares in SG Fleet.
SG Fleet, an Australian incorporated company listed on the
Australian Securities Exchange (ASX: SGF), via a wholly-owned
subsidiary, SG Fleet Management Pty Ltd (ACN 108 174 296),
announced today that it has entered into an agreement with
LeasePlan Corporation N.V. to acquire 100% of the ordinary shares
in issue of LeasePlan Australia Limited (ACN 006 923 011) and
LeasePlan New Zealand Limited (together “LeasePlan ANZ”) (the
“LeasePlan ANZ Acquisition”). The voluntary suspension of trading
in SG Fleet’s ordinary shares, which are listed on the ASX, will be
lifted from commencement of trading at 10am on Tuesday, 6 April
2021 (Sydney time).
LeasePlan ANZ is a provider of fleet management and leasing
services in Australia and New Zealand and is a wholly-owned
subsidiary of LeasePlan Corporation N.V, a company incorporated in
the Netherlands.
LeasePlan ANZ offers fleet management, corporate and novated
leasing services in Australia, and fleet management and corporate
leasing services in New Zealand to business and government
customers.
2. Purchase Consideration
Note: the exchange rate used in this document is AUD1 = ZAR11.39.
The purchase consideration for the LeasePlan ANZ Acquisition is
AUD387.4 million (ZAR4.412 billion) which comprises AUD114.4
million (ZAR1.303 billion) non-cash scrip consideration and
AUD273.0 million (ZAR3.109 billion) in cash.
SG Fleet will fund the cash component of the LeasePlan ANZ
Acquisition purchase consideration with AUD175.0 million (ZAR1.993
billion) of new debt and AUD86.3 million (ZAR983.0 million) from
the proceeds of the issue of 35.2 million new shares in SG Fleet at
AUD2.45 per share (“Entitlement Offer”) and existing cash of
AUD11.7 million (ZAR133.3 million). Super Group, through its
subsidiary Bluefin, entered into a binding commitment on 30 March
2021 to take up its entire pro rata share under the Entitlement
Offer. Thereafter, Bluefin will hold 52.30% of the issued share
capital of SG Fleet following the LeasePlan ANZ Acquisition.
3. Net assets acquired and profits attributable to those assets
The net asset value of the LeasePlan ANZ Acquisition is
approximately AUD 164.8 million (ZAR1.877 billion) as at 31
December 2020 (unaudited). The pro-forma underlying net profit
after tax associated with these assets is projected to be AUD27.0
million (ZAR307.5 million) for the year ending 31 December 2021.
4. Rationale for the LeasePlan ANZ Acquisition
Super Group’s strategy over the past eight years has been to make
selective acquisitions in its core businesses namely Supply Chain,
Fleet Management and Dealerships in South Africa and
internationally. SG Fleet’s strategy is aligned to Super Group in
making selective acquisitions in fleet management, corporate
leasing, novated leasing, and related services businesses.
The LeasePlan ANZ Acquisition is consistent with SG Fleet’s stated
strategy and furthers a number of the objectives at the same time.
It will allow SG Fleet to create significant additional scale
across operations, funding and procurement, shift its business mix
towards full-service products, increase the proportion of recurring
revenue, and further diversify its funding methods.
SG Fleet expects to generate about AUD20.0 million (ZAR227.8
million) in pre-tax run-rate synergies per annum after the
migration of LeasePlan’s operations and systems, which is expected
to occur in Year 3. Prior to that, SG Fleet will extract cost
synergies in a number of areas. The vast majority of synergies will
come from cost savings, in the areas of systems and processes,
procurement, and from premises and employment.
Funding and other synergies will be created by the ability to
introduce a wider range of products and services to additional
customers, the implementation of SG Fleet’s current disposal model
across a larger vehicle pool, and the larger funding book. This
will be partially offset by customer overlap.
SG Fleet’s Underlying Cash EPS accretion is expected to be
approximately 5%, but will accelerate to over 20% post operations
and systems migration. The proportion of recurring revenue,
currently 56% of total net revenue for SG Fleet, will increase to
70%. Capital expenditure of an estimated AUD9.0 million (ZAR102.5
million) will be required for synergy realisation.
5. Super Group Funding
Super Group, through its 100% held subsidiary, Bluefin, will be
following its rights in the SG Fleet Entitlement Offer, whereby it
will acquire 21 188 171 shares (amounting to 60.13% of the total
Entitlement Offer) at a price of AUD2.45 per share with a total
value of AUD51.9 million (ZAR591.1 million). Bluefin has signed a
pre-commitment letter confirming Bluefin’s irrevocable agreement to
follow its rights. Existing cash resources are being used by Super
Group and Bluefin to follow the latter’s rights in the SG Fleet
Entitlement Offer.
6. Conditions precedent
The conditions precedent to the completion of the LeasePlan ANZ
Acquisition include regulatory approvals for antitrust (Australian
Competition & Consumer Commission (“ACCC”)) clearances, Australia
and New Zealand foreign investment approval, and SG Fleet
shareholder approval for the giving of financial assistance in
connection with the acquisition (which requires the passing of a
special resolution (75%)). The acquisition will terminate if the
value of the LeasePlan ANZ receivables not securitised through the
new SG Fleet securitisation warehouse facility exceeds AUD 200
million (ZAR2.278 billion) as at a long stop date, which is 9
months post signature of the share purchase agreement.
Super Group has confirmed to the directors of SG Fleet that it
intends to vote, through Bluefin, all of its shares (including all
of the shares acquired in the Entitlement Offer) in favour of the
aforementioned special resolution. The Directors of SG Fleet will
unanimously recommend that SG Fleet shareholders vote in favour of
the aforementioned special resolution and each Director intends to
vote all shares controlled or held by, or on behalf of, that
Director, in favour of the aforementioned special resolution.
7. Effective date
The effective date of the LeasePlan ANZ Acquisition is expected to
fall in the third quarter of 2021, subject to satisfaction of the
conditions precedent.
8. JSE categorisation
Super Group’s equity contribution of AUD51.9 million (ZAR591.1
million) in relation to its market capitalisation results in a
category 2 transaction. SG Fleet is regulated by the Australian
Securities Exchange (“ASX”) and the transaction is structured and
disclosed in line with the ASX and associated Australian
security/company laws.
9. Withdrawal of cautionary announcement
The cautionary announcement issued on 24 March 2021 is hereby
withdrawn.
10.Further communications
In light of the ASX and ACCC regulatory requirements concerning the
LeasePlan ANZ transaction, Super Group will be restricted from
providing additional information to its shareholders, and
shareholders are referred to the ASX website,
https://www2.asx.com.au/markets/company/sgf, for any further
communications and updates.
Super Group will provide further information on the LeasePlan ANZ
Acquisition once all the conditions precedent in paragraph 6 above have
been met.
Sandton Registered office
31 March 2021 27 Impala Road, Chislehurston, Sandton, 2196
Equity Sponsor
Investec Bank Limited
Debt Sponsor
Rand Merchant Bank (a division of FirstRand Bank Limited)
Date: 31-03-2021 07:39:00
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